Standard sales and delivery terms at ALLNET Nordic A/S
The following terms of sale and delivery apply, unless otherwise agreed in writing between ALLNET Nordic A/S, Borupvang 3, 2750 Ballerup, Denmark and the buyer.
ALLNET Nordic A/S’s European distribution network may cause the buyer to receive his products from a country other than Denmark; accompanied by a delivery note issued by ALLNET Nordic A/S in this country. Although the delivery note should contain terms of sale and delivery, which deviate from the present conditions, the present Danish conditions shall nevertheless apply in the relationship between ALLNET Nordic A/S and the buyer.
1.0 Offer, acceptance and order confirmation
1.1 When nothing else states in writing, an offer is only binding on ALLNET Nordic A/S if the buyer accepts it in writing, so that ALLNET Nordic A/S receives the acceptance within 7 days after the date of the ALLNET Nordic A/S offer. .
1.2 In the period until the customer’s acceptance is received by ALLNET Nordic A/S in accordance with item. 1.1 ALLNET Nordic A/S reserves the right to sell the offered product to another side.
1.3 If ALLNET Nordic A/S’s order confirmation deviates from the buyer’s orders, eg. In the event of additions, restrictions or reservations, the buyer is obliged to give ALLNET Nordic A/S a written notice within 8 days of receipt of the order confirmation if the customer will not accept the deviations from the customer’s orders. Otherwise, only the ALLNET Nordic A/S order confirmation and the terms of these sales and delivery terms apply.
1.4 Any inquiry or invitation to make offers received by ALLNET Nordic A/S from a natural person, as well as any deliveries made by ALLNET Nordic A /S to a natural person, is to be considered as an agreement between ALLNET Nordic A/S and the natural person with the effect that ALLNET Nordic A/S is entitled to consider the person in question as the buyer and liable debtor, regardless of whether the natural person has to operate in company form with limited liability, unless at the latest at the time of the conclusion of the agreement has made ALLNET Nordic A/S aware of the fact that it is the company with limited liability that is the buyer.
2.0 Reservations regarding items that are not in stock
2.1 Unless otherwise stated, an offer from ALLNET Nordic A/S relating to goods not in stock is made subject to the possibility of obtaining the product concerned, and any offer made subject to any change to the terms of the import or export of goods. If these reservations are up-to-date, ALLNET Nordic A/S is entitled to revoke the offer made, without this entitling the recipient to raise any kind of claim.
2.2 The provision in point 2.1 applies correspondingly to orders accepted by ALLNET Nordic A/S.
3.1 On request, ALLNET Nordic A/S may offer buyer configuration services in accordance with current prices and the manufacturer’s guidelines. Configuration services performed according to the buyer’s instructions or specifications and which do not comply with the manufacturer’s guidelines, are performed solely on the buyer’s responsibility. ALLNET Nordic A/S does not provide a separate guarantee for configured products. For some software program installations, it will be necessary to know the details of the end user in order to comply with licenses.
4.0 The transition of risk
4.1 The goods are delivered ab ALLNET Nordic A/S stock. The risk of the goods exceeds by the buyer’s receipt of the goods. When transporting with ALLNET Nordic A/S freight carrier, the risk for the goods exceeds the buyer’s receipt at the destination DDP (Incoterms 2010). When the buyer picks up the goods at ALLNET Nordic A/S warehouse, or when transporting with the buyer’s own carrier, the risk passes upon receipt of the goods on ALLNET Nordic A/S stock DDP (Incoterms 2010).
5.0 Delivery time and delay
5.1 Any indication of the delivery time is estimated and stated approximately.
5.2 ALLNET Nordic A/S is entitled to postpone the delivery time if this is necessitated by circumstances beyond the control of ALLNET Nordic A/S, cf. 6 for force majeure.
5.3 In the event of a delay, the buyer is not entitled to cancel the purchase, unless the delay is materially significant for the buyer and in addition will be important for a buyer in general.
5.4 In case of delay, the buyer is not entitled to compensation, unless the delay is due to ALLNET Nordic A/S’s negligent or intentional circumstances. The condition in item. 8.5. The limitation of liability applies correspondingly in case of compensation because of delay.
6.0 Force majeure
6.1 ALLNET Nordic A/S is entitled, at its option, to either terminate an agreement with the buyer or postpone the time of delivery to the buyer, and is otherwise free from liability for any missing, defective or delayed delivery, wholly or partly due to circumstances, as ALLNET Nordic A/S is not master of (force majeure), including but not exclusively rebellion, unrest, war, fire, public regulations, strike, lockout, slowdown, lack of means of transport, lack of energy supply, shortage of goods, illness and delay in or defects in deliveries from the supplier, accidents in the supplier’s production or testing. In case of force majeure, in the event of ALLNET Nordic A/S’s cancellation of the agreement or decision on deferred delivery, the buyer may make no breach of any kind applicable to ALLNET Nordic A/S. Thus, the buyer cannot cancel the transaction, demand a proportionate refusal or compensation of any kind.
7.1 ALLNET Nordic A/S does not guarantee the goods sold. If the buyer’s complaint is covered by a guarantee provided by ALLNET Nordic A/S producer or supplier to ALLNET Nordic A/S, ALLNET Nordic A/S will, however, provide the same guarantee to the buyer, but only if the manufacturer or the supplier accepts that the complaint is covered by the warranty, and the manufacturer or supplier keeps ALLNET Nordic A/S free for any claim on this.
7.2 The buyer is obliged to investigate the goods immediately upon receipt. Complaints must be submitted in writing and must reach ALLNET Nordic A/S within 8 days from the buyer’s receipt of the goods.
7.3 If the goods are subject to a defect that could not be ascertained by it in item. 7.2, The buyer is obliged to advertise in writing, so that the complaint is received by ALLNET Nordic A/S within 8 days from the finding of the hidden many.
7.4 If the buyer has not notified ALLNET Nordic A/S within three months of the surrender of the goods to him that he will claim a hidden defect, he cannot later claim the defect against ALLNET Nordic A/S, unless ALLNET Nordic A/S in writing has undertaken to indemnify the goods for a long time or has acted fraudulently.
8.1 In the event of a timely complaint, cf. 7, the buyer is obliged, upon request from ALLNET Nordic A/S, to return the goods to ALLNET Nordic A/S in order for ALLNET Nordic A/S to investigate the complaint.
8.2 In the event of a timely and legitimate complaint, ALLNET Nordic A/S is entitled, but not obliged, to – within a period of 3 months from the receipt of the complaint – to remedy the defect, including but not exclusively to replace and repair parts that are subject to complaints, provided that:
1. The buyer returns the goods to ALLNET Nordic A/S
2. ALLNET Nordic A/S after an investigation has been established, it is proved that the defect is justified and cannot be justified by incorrect treatment, storage, installation, complaint or changes made by the buyer as well as circumstances that have been affixed to the goods after the time when the risk exceeded to the buyer, cf. 4th
8.3 The Buyer may not make any breach of breach applicable to ALLNET Nordic A/S, including termination of the purchase, demand a proportionate refusal or compensation, if ALLNET Nordic A/S offers re-delivery or offers remediation in accordance with item. 8.2.
8.4 In addition, the buyer is only entitled to compensation under the general rules of Danish law, and only if the defect is due to neglect at ALLNET Nordic A/S. ALLNET Nordic A/S is thus liable on an objective basis, cf. section 43 of the Sale of Goods Act.
8.5 ALLNET Nordic A/S is in no case liable for indirect losses and consequential damages, including, but not exclusively, operating losses, loss of profits, unsuccessful costs, damage to person, property, loss or corruption of data or other consequential damages and indirect losses. Buyer’s compensation claim against Tech Data can never exceed the agreed purchase price.
8.6 ALLNET Nordic A/S does not warrant that the delivered products will function faultlessly or without any downtime, or that all software errors can or will be corrected.
9.0 Product liability
9.1 In the event of personal injury arising from product liability at the item, ALLNET Nordic A/S is only liable if the damage caused is due to negligence exhibited by ALLNET Nordic A/S.
9.2 In the case of product liability, ALLNET Nordic A/S is not liable for damage to real estate and / or movable property.
9.3 In the event that the buyer had to claim a legitimate claim for product liability to ALLNET Nordic A/S, whether due to damage to the buyer or has arisen because of the buyer having been met with a requirement for product liability for third parties, the provision in section 3.5 applies. 8.5. Similarly, so that the buyer’s requirements cannot exceed what is stipulated herein.
9.4 In the event that ALLNET Nordic A/S has to be given product liability to third parties, the rule in section 4 applies. 8.5. Similarly, the buyer is obliged to indemnify ALLNET Nordic A/S to the same extent, as ALLNET Nordic A/S’s liability is limited to the buyer.
9.5 If the buyer may be met with a third party’s claim for product liability in connection with goods delivered from ALLNET Nordic A/S, the buyer is obliged to promptly notify ALLNET Nordic A/S in writing thereof and keep ALLNET Nordic A/S informed of the matter progress. The buyer is, among other things, obliged to provide copy to ALLNET Nordic A/S of all relevant documents concerning the case. If the buyer does not comply with this provision, the buyer forfeits any claim against ALLNET Nordic A/S in connection with the case.
9.6 Cases arising from claims for product liability may be brought by ALLNET Nordic A/S against the buyer at the same court, which processes the third party’s product liability case against ALLNET Nordic A/S.
10.1 All prices quoted are inclusive of packaging and duty, but excluding VAT and other possible taxes.
10.2 Unless otherwise agreed in writing, the buyer pays freight from the place of delivery and handling fee. 10.3 All prices quoted, including prices in quotations and order confirmations, are subject to price changes, so that ALLNET Nordic A/S is entitled to change prices because of changes in exchange rates, purchase prices, customs, freight and / or insurance rates and / or other matters outside the control of ALLNET Nordic A/S.
10.4 If ALLNET Nordic A/S costs increases because of the buyer’s circumstances, the buyer is obliged to pay compensation to ALLNET Nordic A/S.
11.1 In the event of a buyer’s lack of timely payment, ALLNET Nordic A/S is entitled to calculate an interest rate equivalent to 1.5% per month of the balance due at any time from the due date until payment is made. The buyer is furthermore obliged to pay a reminder fee on each issued reminder and to reimburse ALLNET Nordic A/S any costs in connection with collection and other expenses related to the recovery of the purchase price.
11.2 If part of the delivery includes services that must be provided by ALLNET Nordic A/S or third party designated by the buyer or ALLNET Nordic A/S, and whether these must be delivered at a later date, the buyer is still obliged to pay the purchase price timely for the entire delivery. Thus, the buyer cannot withhold payment until the service is completed.
11.3 The buyer is not entitled to bring claims regarding other deliveries for offsetting in ALLNET Nordic A/S’s claim for payment of the purchase price.
11.4 If the buyer advertises against the delay and / or defects in part of the delivery, the buyer is obliged to pay the purchase price for the remaining part of the delivery to ALLNET Nordic A/S in a timely manner and without access to set-off.
11.5 If the buyer advertises against delay or deficiencies in the total delivery, the buyer is still obliged to pay the purchase price on time or alternatively to deposit it with a Danish bank in accordance with the provisions of the Depository Act.
11.6 Any commitment or promise to the Buyer regarding discount, bonus or other benefit is conditional upon the Buyer making timely payment of any amount that the Buyer may be – or remaining – ALLNET Nordic A/S. Any commitment to a discount, bonus or the like is thus void if the buyer does not make timely payment of any amount that the buyer may be – or remain – ALLNET Nordic A/S guilty.
11.7 If, in accordance with a separate agreement, ALLNET Nordic A/S has offered the buyer to settle certain discounts, price protection etc. (claims) that the buyer has agreed with ALLNET Nordic A/S’s supplier, the buyer is under no circumstances entitled to withhold such amounts in any amount that the buyer may be or become ALLNET Nordic A/S guilty.
12.1 The buyer has no right of withdrawal. ALLNET Nordic A/S will only return goods by prior written agreement, and if the following conditions are met:
1. Return shipments must be in unbroken and undamaged original packaging stating the original invoice number and date and the authorization number for return shipment (RMA no.).
2. ALLNET Nordic A/S reserves the right, upon crediting, to deduct a return fee of min. 15% of the invoice value, however, at least DKK 100, -/ € 15,-.
13.0 Retention of title
13.1 ALLNET Nordic A/S reserves the ownership of the goods sold until payment is made.
13.2 ALLNET Nordic A/S may require the buyer to insure the goods sold by a recognized insurance company and with cover and terms approved by ALLNET Nordic A/S.
14.0 Directories, descriptions, etc.
14.1 Any information – whether from ALLNET Nordic A/S or any of its business relations – regarding weight, dimensions, capacity and technical data in catalog, description, prospectus, advertisement etc. is to be considered as a guide, and is only obligatory to the extent explicitly referred to them in the offer and / or order confirmation.
14.2 For products, which according to their nature, require special documentation for the purpose of assembly, connection, operation and / or maintenance, ALLNET Nordic A/S will provide the buyer with such documentation at no cost at the latest at the time of delivery of the product. ALLNET Nordic A/S reserves the right to prescribe that such documentation is treated confidentially.
14.3 Specific requirements from the buyer are only binding to the extent that ALLNET Nordic A/S confirms them in writing.
15.0 The buyer’s financial situation
15.1 If the buyer fails to comply with payment obligations relating to previous deliveries, or if the buyer’s economic conditions according to ALLNET Nordic A/S do not justify the stipulated payment terms for the maximum, ALLNET Nordic A/S is entitled to cancel concluded agreements unless the buyer immediately after being requested for that, pay for all previously delivered goods and make prepayment for not yet executed orders.
16.0 Patent and license rights
16.1 ALLNET Nordic A/S sale of parts, components and / or materials does not entitle the buyer or purchaser’s customer to license any patent or exclusive right relating to any combination, machine or process in which they sold parts, components and / or materials used or had to be used.
16.2 ALLNET Nordic A/S reserves the right to sell products may be subject to export prohibition with the effect that the buyer will incur penalty and compensation for resale. Resale takes place at the buyer’s own risk and without responsibility of any kind for ALLNET Nordic A/S.
17.0 Patent and copyright
17.1 If a claim is made to the buyer on the grounds that products supplied by ALLNET Nordic A/S, in accordance with the present, entail a direct violation of a Danish patent and / or copyright, ALLNET Nordic A/S assumes to indemnity of the buyer for any claim for damages that the buyer may be imposed under judgment or court settlement and for any legal costs involved, if the following conditions are met:
1. The buyer is obliged to immediately notify ALLNET Nordic A/S in writing of the case at the time when third parties first had to claim a violation of the buyer, and
2. The buyer allows the lawsuit on the violation to be followed by a lawyer appointed by ALLNET Nordic A/S and by the ALLNET Nordic A/S control, so that ALLNET Nordic A/S decides all negotiations on the decision and / or settlement of the case on behalf of the buyer. The case is taken at the buyer’s expense.
17.2 Notwithstanding the provision in section. 19.1 ALLNET Nordic A/S is not liable for actions that take place after the buyer has – or should have been – informed of the possible violation, unless ALLNET Nordic A/S has explicitly and in writing given consent to such continued violation.
17.3 Buyer’s claim against ALLNET Nordic A/S in case of violation of a Danish patent and / or copyright, cf. 19.1. lapses if
1. The buyer does not comply with the conditions stipulated in item. 19.1,
2. ALLNET Nordic A/S offers at its option and at its own expense, the buyer the right to continue to use or change the use of the delivered products at its own expense, so that these can be used without this causes an infringement.
17.4 The provision in item. 8.5 shall apply correspondingly to the buyer’s claim against ALLNET Nordic A/S, because of patent and / or upright infringement. In addition, the buyer’s claim against ALLNET Nordic A/S cannot exceed the written-down value of the products delivered at the time when the claim is first made against ALLNET Nordic A/S.
18.0 Information for the buyer’s customer
18.1 The Buyer undertakes to inform its customers of the terms of this Agreement which will or will have an impact on their purchase, use or disposition of the Product, including patents and copyrights and any warranties given by the manufacturer.
18.2 The use of the products may be subject to restrictions on use in, for example, nuclear power plants and the like. The buyer is obliged to obtain further information from ALLNET Nordic A/S if the goods are to be used for other than commercial or private use.
19.0 Data Protection and Data Processing
19.2 Tech Data as Processor: Where ALLNET Nordic A/S acts as Processor on behalf of (in accordance with § 28 GDPR) Buyer, Controller or himself is Processor on behalf of Buyer’s Customers who are Controller, the Parties will implement a data processing agreement with the time. A copy of the ALLNET Nordic A/S Standard Data Processing Agreement (signed by ALLNET Nordic A/S) can be downloaded for signature at www.ALLNET.dk
19.3 Tech Data as Controller. If the Buyer delivers ALLNET Nordic A/S personal data in connection with contractual services that do not legally qualify as data processing according to Art. 28 GDPR, ALLNET Nordic A/S will only use such personal data as required to comply with the contracted services and will not provide personal data to third parties unless information to third parties is required by law, approved by the Buyer or required technical data to provide the service and whose third parties have undertaken to comply with confidentiality and data protection or are under an appropriate statutory confidentiality obligation. ALLNET Nordic A/S will keep the personal data for as long as necessary for the performance of the contract service or which otherwise legally fulfills or is required by statutory storage regulations. ALLNET Nordic A/S implements and maintains appropriate technical and organizational measures in accordance with legal requirements.
19.4 Buyer’s obligations. The Buyer warrants that they have obtained Personal Data in a consistent manner and has all necessary permissions, approvals, contracts, consents and notices in place to allow the lawful use, processing and transfer of Personal Information to and from Tech Data for the duration and purpose of the Agreement. Buyer informs Buyer’s Customers appropriately that Tech Data is involved in any relevant processing of data, including the transfer of data to third parties by Tech Data in accordance with contractual services and / or as required by Buyer.
20.1 The Buyer agrees and agrees that the goods, software and technology hearings under this Agreement are governed by the laws, regulations, and regulations of the United States, the EU and Danish law. This includes, but is not limited to, the Export Administration Regulations (“EAR”) and state authorizations / laws issued by the Department of Treasury, Office of Foreign Asset Controls. The buyer must comply with all these laws and regulations. The Buyer may not, without proper prior approval, export, re-export or forward any goods, software or technology under this Agreement; neither directly nor indirectly to any country subject to trade embargo by U.S. or to any person / citizen or country or to any person or individual created on the “Entity List” or “Denied Persons List” by the U.S. Chamber of Commerce or the Specifically Designated Nationals and Blocked Persons list of U.S. Pat. Department of Treasury or other similar European or local law. In addition, no goods, software or technology may be exported, re-exported or redistributed to a user involved in WMD related activities under this Agreement. These activities include, but are not necessarily limited to, activities related to: (1) the design, development, production or use of nuclear materials, nuclear facilities, nuclear weapons; (2) design, development, production or use of missiles or support of missile projects; and (3) the design, development, production or use of chemical or biological weapons.
21.0 Partial invalidity
21.1 If one or more of the provisions of this Agreement are known to be invalid, illegal or unenforceable, none of the other provisions shall be affected or impaired by validity, legality and feasibility.
22.0 Limitation of Claims
22.1 After the expiry of one year after the date of conclusion of the agreement between ALLNET Nordic A/S and the buyer, the buyer cannot claim any kind in connection with the agreement with ALLNET Nordic A/S. The limitation period pursuant to this provision is not extended by the provision in paragraph. 7.4.
23.1 The above sales and delivery terms can only be deviated from by the parties, if agreed to in an explicit written agreement.
24.1 Any question regarding the conclusion, understanding and / or fulfillment of the agreement and any matter relating to ALLNET Nordic A/S and the other legal relationships of the buyer shall be settled in accordance with Danish law. The buyer cannot sue ALLNET Nordic A/S at a court other than the City of Copenhagen or the Eastern High Court in accordance with the rules in force in the Administration of Justice Act on the jurisdiction of courts of law and national courts. Version 6 – October 2018